CalEast Industrial Investors to Acquire CenterPoint Properties Trust.CHICAGO -- CenterPoint Properties Trust (NYSE NYSE See: New York Stock Exchange :CNT (Carbon NanoTube) See nanotube. ) ("CenterPoint"), the California Public Employees' Retirement System ("CalPERS") and LaSalle Investment Management ("LaSalle") today announced that CalEast Industrial Investors LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control ("CalEast") and CenterPoint reached a definitive agreement whereby CalEast will acquire CenterPoint for $50 per common share in cash. CenterPoint is a publicly traded real estate investment trust (REIT REIT See: Real Estate Investment Trust REIT See real estate investment trust (REIT). ) and the largest industrial property company in the 1.4-billion-square-foot Chicago regional market. CalEast is a leading investor in logistics warehouse and related real estate whose members include CalPERS and LaSalle. LaSalle, the investment management business of Jones Lang LaSalle Jones Lang LaSalle (NYSE: JLL) is a major real estate and money management services firm headquartered in the Aon Center in Chicago, Illinois and the only company in its industry making it into Fortune magazine's list of the 100 Best Places to Work in the U.S. (NYSE:JLL JLL Jones Lang LaSalle (real estate service and investment management firm) JLL Junior League of London JLL Junior League of Louisville JLL Joint Lessons Learned JLL Junior League of Lincoln JLL Junior League of Lynchburg ), serves as the managing member of CalEast. Since 1999, CenterPoint and CalEast have partnered in a joint venture known as CenterPoint Venture LLC, which acquires, develops, manages and sells industrial property. The per share purchase price represents a 9.1% premium over CenterPoint's closing share price on December 7, 2005, and a 13.1% premium to the average closing price over the past three months. The total consideration is approximately $3.4 billion, which includes the assumption of CenterPoint's debt and preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. . CenterPoint expects to continue to pay regular common dividends, which are expected to be increased 8.2% to $0.4625 per quarter for 2006. CenterPoint's 7.5% Series B convertible preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. will remain outstanding after the merger, but in accordance with their terms will become convertible into the merger consideration, without interest. CenterPoint's Series D Preferred Shares, which are not convertible, will continue to be outstanding after the merger as well. Completion of the transaction, which is expected to occur in March or April of 2006, is subject to approval by CenterPoint's common shareholders and certain other customary conditions. Completion of the merger is not subject to the receipt of financing by CalEast. CalPERS and Jones Lang LaSalle have subscribed to additional equity in CalEast to fund this transaction. This transaction has been unanimously approved by CenterPoint's Board of Trustees board of trustees Politics The posse of thugs who oversee an institution's administration. See Board of directors. . "This transaction maximizes value for shareholders as an all cash sale with no financing contingency. The price achieved reflects the significant value of the operating platform that we have created," said Mike Mullen, Chief Executive Officer of CenterPoint. "Through CalEast's acquisition of CenterPoint, we gain access to an attractive warehouse portfolio, a high quality land bank, and an outstanding management team that has played a pioneering role in the rapidly emerging intermodal logistics industry," said Lynn Thurber, Chief Executive Officer of LaSalle Investment Management. "We look forward to the CenterPoint management team's continued leadership of the company." "Rapid growth in global trade is driving significant change in the warehouse requirements and logistics strategies of companies around the world," said Mike McCook, Senior Investment Officer - Real Estate of CalPERS. "CalEast has had a property joint venture with CenterPoint for six years, during which time we have come to know the company and its management team well. We believe that CenterPoint is very well positioned to capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. the continuing modernization of the global supply chain." Wachovia Securities Wachovia Securities, located in Richmond, Virginia (soon to be moved to St. Louis), is the third largest brokerage firm in the United States as of 2006 with $689 billion retail client assets under management. It is a subsidiary of Wachovia Corporation. acted as financial advisor to CenterPoint, and Kirkland & Ellis LLP LLP - Lower Layer Protocol provided legal advice to the company. Morgan Stanley About CenterPoint Properties Trust CenterPoint is a publicly traded real estate investment trust and the largest industrial property company in the 1.4-billion-square-foot Chicago regional market. As of September 30, 2005, CenterPoint owned approximately 38 million square feet and CenterPoint and its affiliates owned or controlled an additional 3,053 acres of land upon which approximately 44.1 million square feet could be developed. CenterPoint is focused on providing unsurpassed tenant satisfaction and adding value to its shareholders through customer driven management, investment, development and redevelopment of warehouse, distribution, light manufacturing buildings and logistics infrastructure. About CalEast Industrial Investors, LLC Founded in 1998, CalEast Industrial Investors, LLC is a leading investor in logistics warehouse and related real estate whose members include the California Public Employees' Retirement System and LaSalle Investment Management, Inc. CalEast owns and operates over 15 million square feet of industrial real estate, including warehouses, light assembly, air cargo air cargo: see aviation. and distribution centers throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , Canada and Mexico. About LaSalle Investment Management LaSalle Investment Management, Inc., a member of the Jones Lang LaSalle group (NYSE:JLL), is a leading global real estate investment manager with approximately $29 billion of assets under management Assets Under Management (AUM) is a term used by financial services companies in the mutual fund and money management or investment management business to gauge how much money they are managing. . LaSalle Investment Management is active across a range of real estate capital and operating markets on behalf of institutional and private investors worldwide. For more information, visit www.lasalle.com. Certain matters discussed in this press release are forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of Federal securities laws. There can be no assurance that future results will be achieved and actual results could differ materially from forecasts and estimates. Forward-looking statements in this press release include, without limitation, statements relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the anticipated closing date of the transaction, and the possibility that any of the conditions to closing, including those outside the control of CenterPoint, will be satisfied. CenterPoint does not assure the future results or outcome of the matters described in forward-looking statements; rather, these statements merely reflect current expectations of the approximate outcomes of the matters discussed. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond CenterPoint's control. The reader is cautioned to make his/her own judgment with regard to the statements discussed in this press release and the assumptions noted by CenterPoint herein. Many factors may cause actual results to differ materially from the anticipated future results or performance expressed or implied by these forward-looking statements. Certain factors that could cause actual results to differ materially are general business and economic conditions, completion of pending acquisitions and dispositions, competitive market conditions, weather, pricing of debt and equity capital markets and other risks inherent in the real estate business. Such factors and others are listed in the Company's Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. and 10-Qs. Additional Information about the Merger and Where to Find It In connection with the proposed merger of CenterPoint Properties Trust ("CenterPoint") with a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of CalEast Industrial Investors LLC ("CalEast"), CenterPoint intends to file relevant materials with the Securities and Exchange Commission, including a proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. . INVESTORS AND SECURITY HOLDERS OF CENTERPOINT ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CENTERPOINT, CALEAST AND THE MERGER. The proxy statement and other relevant materials (when they become available) and any other documents filed by CenterPoint with the SEC may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by CenterPoint by contacting CenterPoint Investor Relations Investor relations The process by which the corporation communicates with its investors. at 630.586.8101 or accessing CenterPoint's investor relations website. Investors and security holders are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the merger. CenterPoint and CalEast and their respective executive officers, trustees, managers and directors may be deemed to be participating in the solicitation of proxies from the security holders of CenterPoint in connection with the merger. Information about the executive officers and trustees of CenterPoint and the number of CenterPoint common shares beneficially owned by such persons is set forth in the proxy statement for CenterPoint's 2005 Annual Meeting of Shareholders, which was filed with the SEC on April 19, 2005. Investors and security holders may obtain additional information regarding the direct and indirect interests of CenterPoint and CalEast and their respective executive officers, trustees, managers and directors in the merger by reading the proxy statement regarding the merger when it becomes available. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. |
|
||||||||||||||||||||

Printer friendly
Cite/link
Email
Feedback
Reader Opinion